UNITED STATES
SECURITIES EXCHANGE CONMSSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For fiscal year ended
December 31, 1996
Commission file number: 0-24262
ADVEN INC.
(Exact name of registrant as specified in charter)
WASHINGTON 91-1363905
(State or other jurisdiction of (IRS Employer identification No.)
incorporation or organization)
3653 Hemlock Court, Reno, Nevada 89509
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code..... 702-829-8812
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for at least the past 90 days. Yes X No
State the aggregate market value of the voting stock held by
non-affiliates of the registrant. The aggregate market value shall be
computed by reference to the price at which stock was sold, as of a specified
date within 60 days prior to the date of filing.
As of December 31, 1996, the Company had 1,720,001 shared of common
stock issued and outstanding, and on March 27, 1996, the Company had
5,469,667 shares of common stock issued and outstanding, 859,700 of these
shares being held by non-affiliates of the registrant. The aggregate market
value of the voting stock held by non-affiliates of the registrant, based on
the closing bid price of such stock, as of March 27, 1997 is $859,700.,
based upon $1.00 mulitiplied the 859,700 shares of common stock held by
non-affiliates.
<PAGE>
PART I
Item 1. Description of Business.
A. General Description of Business
ADVEN, INC., a Washington corporation (the "Company"), was
incorporated on August 22'nd, 1986. Adven, Inc. began conducting business
through its wholly owned subsidiary, Surface Technologies, Inc. ("STI").
STI manufactures a cushioned playground surface which is sold primarily to
restaurants, schools, parks and other entities which provide playgrounds for
children. STI operates under a license from SAFEPAC, Inc., whereby SAFEPAC
has authorized STI to use a patent in the production of the product and its
registered trademark "SAFE-T-TURF".
The Company was not able to obtain profitability as expected, due to poor
performance by its dealer network, which faced too many installations and
warranty problems. As a result, by the end of fiscal 1989, the Company was
inactive and nearly insolvent.
On December 28, 1990, the Company transferred its interest in STI to a
creditor in full satisfaction of a debt. The company did not engage in
active business in 1991, 1992, 1993, 1994 and 1995.
On December 29, 1993, a shareholder meeting was held, at which the existing
officers and directors resigned, and new officers and directors were elected.
The Company's outstanding shares were reversed one for four, and a new block
of treasury shares representing control of the company were issued to the new
officers and directors.
During 1993, 1994 and 1995 the Company actively sought business acquisitions
and opportunities and funding for those efforts.
On March 17, 1997, ADVEN, Inc. (the "Company") entered into a Supply
and Licensed Manufacturing Agreement (the "Agreement") with DIS International
(Marketing) Inc., a Barbados corporation ("DIS"). Pursuant to the Agreement,
the Company received the exclusive right to formulate, manufacture, sell,
distribute and put into use an oil-absorbent urethane foam (currently marketed
under the name Zorbolite) in Australia and New Zealand.
This oil-absorbent urethane foam ("Zorbolite") has been blended with
various additives and concentrates through a process that changes the
structure of the foam, allowing the foam to absorb hydro carbon liquids.
Zorbolite has many potential industrial and consumer applications related
to cleaning oil based pollutants.
Item 2. Description of Property.
The Company uses the office of its president, located at 365-3 Hemlock Court,
Reno, Nevada, 89509, provided at no expense to the Company
<PAGE>
Item 3. Legal proceedings.
The Company is not involved in any threatened or pending legal proceeding.
Item 4. Submission of Matters to a Vote of Security Holders.
The Company did not submit any matters to a vote of Security holders during
1995.
PART II
Item 5. Market for the Registrant's Common Equity and Related Matters.
Market Information:
The Common Stock of the Company began trading over the counter on December
3,1996. The following table sets forth for the period indicated the
range of high and low representative bid quotations for the Company's Common
Stock.
Fiscal Year Ended December 31, 1995
Bid
High Low
Quarter Ended Dec. 31, 1996 1.00 1.00
(b) Holders
The Company had approximately 141 shareholders of record as of March 27'Th,
1997, which number does not include shareholders whose shares are held in
street or nominee names.
(c) Dividends
The Company has never paid a cash dividend on its common stock and does not
expect to pay one in the foreseeable future. Payment of dividends in the
future will depend on the Company's earnings (if any) and its cash
requirements at that time. Management does not plan any stock dividend.
Item 6. Selected Financial Data
The selected financial data presented below was derived from the audited
financial statements of the Company. The data should be read in conjunction
with the Company's financial statements and the accompanying notes and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."
<PAGE>
Selected Operating Information
Year Ending December 31, 1995
Adven, Inc.
Consolidated
As at and for the Years Ended December 31,
1992 1993 1994 1995 1996
Operating Revenue Nil Nil Nil Nil Nil
Income (Loss) (415) (7,824) (28,907) (6,416) (1,844)
from operations
Income (Loss) Nil (0.02) (0.02) Nil Nil
per common share
Total Assets Nil Nil 23,187 15,635 13,391
Long Term Obligations Nil Nil Nil Nil Nil
Redeemable Preferred Stock Nil Nil Nil Nil
Cash Dividends Nil Nil Nil Nil Nil
per common share
Item 7. Management's discussion and Analysis of Financial condition and
Results of Operation.
Financial Condition
On January 15, 1997, an S-8 filing acknowledged the payment to John B.
Lowy, 80,000 common shares as payment for services. The S-8 filing is
incorporated by referrence to such filing.
On March 13, 1997, the Company sold an aggregate of 2,666,666 shares
of its Common Stock to a foreign company for an aggregate of $1,000,000.
The Company issued an aggregate of 533,000 shares to another foreign entity
as finders fee related to the aforementioned $1,000,000 sale.
The Business and Strategy
On March 17, 1997, ADVEN, Inc. (the "Company") entered into a Supply
and Licensed Manufacturing Agreement (the "Agreement") with DIS International
(Marketing) Inc., a Barbados corporation ("DIS"). Pursuant to the Agreement,
the Company received the exclusive right to formulate, manufacture, sell,
distribute and put into use an oil-absorbent urethane foam (currently marketed
under the name Zorbolite) in Australia and New Zealand.
Pursuant to the Agreement, the Company is required to purchase the
materials required to manufacture Zorbolite from DIS or its affiliates.
Commencing in the first quarter of 1998, the Company is required to purchase
a minimum of $50,000 of materials per quarter.
<PAGE>
The term of the Agreement is five years; however, the Company has the
right to renew the Agreement for successive five year periods, provided the
Company is not in default under the Agreement at that time. DIS has the right
to terminate the Agreement upon 60 days written notice in the event that the
Company fails to meet its obligations under the Agreement or acts in a manner
prohibited under the Agreement. The Company has a right to cure any
deficiency within the 60 day period. The Company's principal obligations
under the Agreement are to pay the balance of the licensing fee ($500,000)
and purchase minimum quotas of materials from DIS and to manufacture and
exploit the sale and distribution of Zorbolite in the Territory. DIS also has
the right to terminate the Agreement upon the happening of certain events
related to the bankruptcy or insolvency of the Company.
As consideration for the Agreement, the Company has paid $500,000 and
is obligated to pay an additional $500,000 within the next six months. The
Company is also obligated to issue 550,000 shares of its restricted common
stock to DIS within the next 30 days. The amount and terms of the foregoing
consideration were negotiated between the Company and DIS.
The initial $500,000 was paid from the proceeds of the Company's
Regulation S offering (see "Item 9. Sales of Equity Securities Pursuant to
Regulation S"). The Company plans to use the balance of the proceeds from
the Regulation S offering to purchase equipment and hire personnel.
Management plans to raise the remaining $500,000 required to be paid under the
Agreement from the sale of securities. No assurance can be given that the
Company will be able to raise sufficient funds.
Results of Operations
The Company has had no revenues for the past three fiscal years, the Company
expects revenues to begin the first quarter of 1998 persuant to its license
and manufacture agreement dated March 17, 1997.
Item 8. Financial Statements.
The report of independent certified public accountants is attached hereto as
Exhibit A. See index to financial statements at page 11.
Item 9. Changes in and Disagreements with Accountants or Accounting and
Financial Disclosure.
None.
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant
Identification of Directors and Executive Officers
The present directors and executive officers and significant employees of the
Company, their positions held in the Company, and duration as such, are as
follows:
Name Position Since
Henri Hornby President / Director 12/29/93
Neil F. Hornby Secretary / Director 12/29/93
Family Relationships
Henri Hornby, President and Director, and Neil F. Hornby, Secretary and
Director, are brothers.
Significant Employers
None, other than officers of the Company.
HENRI HORNBY has been self employed, managing his personal investments since
1989. From October 1988 to November 1989 he was the Chairman of the Board
of Directors and the sole shareholder of Advent Securities, Inc., a Utah
corporation, then licensed by the Commission as a broker/dealer. Advent
began its retail brokerage business in January 1989. From January 1985 to
December 1988, Mr. Hornby was a partner of International Projects Group of
San Jose, California, a management consulting and public relations firm.
Mr. Hornby has been an officer and director of five "blank check" companies:
Yarborough Ventures Corporation (now Elegant Illusions, Inc. ("Ell"));
Mont Blanc Resources, Inc. (now Grafix Time Corporation ("GTC")); Mont Rouge
Resources, Inc. (now American Digital Communications, Inc. ("AMDC" or/and
"Mont Rouge")); Zenith Ventures Corporation ("Zenith")); and Adven, Inc.
In November, 1992, Ell completed a public offering of 137,800 Units at $1.00
per Unit. In May 1993, Ell acquired all of the outstanding stock of Elegant
Illusions, Inc., a retailer of copy jewelry, in exchange for 13,400 shares
of Ell common stock. The Company changed its name to Elegant Illusion, Inc.
and Mr. Hornby and the other officers and directors of Ell resigned following
the transaction.
In March, 1987, GTC completed a public offering of 371,000 Units at $1.00
each. In May, 1987, GTC acquired all of the outstanding common stock of
Movies Marketing, Inc. ("Movies"), a manufacturer and marketer of watches and
electronic buttons and badges, in exchange for 4,000,000 shares of GTC common
stock. Mr. Hornby and the other officers and directors of GTC resigned
following the transaction. Mr. Hornby does not know the current status of
this company.
<PAGE>
Mont Rouge completed a public offering 792,970 Units at $1.00 each in
December of 1987. On March 1, 1988, Mont Rouge signed an agreement to
acquire American Fidelity Holding Company ("AFH"), a company engaged in the
purchase and sale of second mortgages. As a result of this transaction,
Mr. Hornby and the other officers and directors of Mont Rouge resigned. As
a consequence of the acquisition, Mont Rouge transferred $798,184 to AFH.
AFH depleted all of the funds transferred to it by Mont rouge and, by about
March, 1989, AFH closed its offices. Thereafter, Mr. Hornby confronted the
then current management of Mont Rouge and negotiated a rescission of the
acquisition. All of the shares issued pursuant to the acquisition were
returned to Mont Rouge, however, Mont Rouge was unable to retrieve any of
the $792,184 from AFH. In September 1993, Mont Rouge changed, its name to
American Digital Communication, Inc., and acquired SMR (Specialized Mobile
Radio) cellular channel licenses and operations.
In January, 1989, Zenith completed a public offering of 510,000 Units at
$1.00 each. In February, 1989, Zenith acquired all of the outstanding common
stock of Epic Industries, Inc., a manufacturer of specialized computer chips,
in exchange for 3,200,000 shares of Epic's common stock. Mr. Henri Hornby
and all the officers and directors of Zenith resigned following the
transaction. In 1993, Epic ceased doing business.
In December of 1993, Henri Hornby purchased a controlling interest of 85 % of
the issued and outstanding stock of Adven, Inc., representing 1,393,301
shares. He then brought Adven, Inc. up to date with its audited financial
statements and with its filings with the Securities Exchange Commission.
NEIL F. HORNBY has been President and Director of RAT International
(Marketing) Limited, a company listed on the Vancouver Stock Exchange that
holds the worldwide rights for certain proprietary encryption software
programs, since July, 1993. Neil F. Hornby has been President and Director
of Strategic Planning Group, Inc., a Nevada corporation, since December 15,
1992. Also, Mr. Hornby has been Secretary and Director of Adven, Inc.,
since December 29, 1993. Mr. Hornby was a partner in Western Wireless, Inc.,
an engineering firm, from 1989 to 1992. Mr. Hornby was President of Hamilton
Williams & Co., San Jose, a full service licensed broker/dealer from 1988 to
1989. From 1986 to 1988 he was Executive Administrator for International
Projects Group, a management consulting and public relations firm.
Mr. Neil F. Hornby is the brother of Henri Hornby. Both Neil F. Hornby and
Henri Hornby devote approximately 10 % of their time to the Company's
business.
Item 11. Executive Compensation
Cash Compensation
No cash compensation has been paid to the officers and directors of the
Company.
<PAGE>
Compensation Pursuant to Plans
No compensation was paid to executive officers pursuant to any plan during
the fiscal year just ended, and the Company has no agreement or understanding,
express or implied, with any officer or director concerning employment or
cash compensation for services.
Other compensation
None.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth as of March 27'TH, 1996, the names of persons
who own of record, or were known by the Company to own beneficially, more
than five percent of its total issued and outstanding common stock and the
beneficial ownership of all such stock as of that date by officers and
directors of the Company and all such officers and directors as a group.
Except as otherwise noted, each person listed below is the sole beneficial
owner of the shares and has sole investment and voting power as such shares.
No person listed below has any option, warrant o r other right to acquire
additional securities of the Company, except as may be otherwise noted.
Name and Address Amount&Nature Percent
of Beneficial of Beneficial of
Title of Class Owner Ownership Class
Common Stock
par value .0001
SAME Henri Hornby* 1,393,301 25.0 %
Vanuatu International
Trust Company Ltd. 2,666,666 48.8 %
Kennington Investments,
Ltd. 533,000 9.7 %
DIS International (Marketing),
Ltd. 550,000 10.1 %
All officers and directors 1,393,301 25.0 %
*Officers and directors
The Company's management knows of no affiliations between the
foregoing entities or any arrangements between them with regard to the
election of directors or other matters.
Vanuata International Trust Company Ltd. is a trust organized under
the laws of Vanuata, whose trustee is Lindsay Barret.
<PAGE>
Kennington Investments, Ltd. is a corporation incorporated under the
laws of the Bahamas whose principal officers are Robert Montgomery/President
and M.K. Parcell/Secretary.
DIS International (Marketing) Inc. is a corporation organized under
the laws of Barbados whose sole officer is Margaret Bruce/President.
Item 13. Certain Relationships and Related Transactions.
On March 17, 1997, ADVEN, Inc. (the "Company") entered into a Supply
and Licensed Manufacturing Agreement (the "Agreement") with DIS International
(Marketing) Inc., a Barbados corporation ("DIS"). Pursuant to the Agreement,
the Company received the exclusive right to formulate, manufacture, sell,
distribute and put into use an oil-absorbent urethane foam (currently marketed
under the name Zorbolite) in Australia and New Zealand.
This oil-absorbent urethane foam ("Zorbolite") has been blended with
various additives and concentrates through a process that changes the
structure of the foam, allowing the foam to absorb hydro carbon liquids.
Zorbolite has many potential industrial and consumer applications related
to cleaning oil based pollutants.
On March 13, 1997, the Company sold an aggregate of 2,666,666 shares
of its Common Stock to a foreign company for an aggregate of $1,000,000.
The Company issued an aggregate of 533,000 shares to another foreign entity
as finders fee related to the aforementioned $1,000,000 sale.
Pursuant to the Agreement, the Company is required to purchase the
materials required to manufacture Zorbolite from DIS or its affiliates.
Commencing in the first quarter of 1998, the Company is required to purchase
a minimum of $50,000 of materials per quarter.
The term of the Agreement is five years; however, the Company has the
right to renew the Agreement for successive five year periods, provided the
Company is not in default under the Agreement at that time. DIS has the right
to terminate the Agreement upon 60 days written notice in the event that the
Company fails to meet its obligations under the Agreement or acts in a manner
prohibited under the Agreement. The Company has a right to cure any
deficiency within the 60 day period. The Company's principal obligations
under the Agreement are to pay the balance of the licensing fee ($500,000)
and purchase minimum quotas of materials from DIS and to manufacture and
exploit the sale and distribution of Zorbolite in the Territory. DIS also has
the right to terminate the Agreement upon the happening of certain events
related to the bankruptcy or insolvency of the Company.
As consideration for the Agreement, the Company has paid $500,000 and
is obligated to pay an additional $500,000 within the next six months. The
Company is also obligated to issue 550,000 shares of its restricted common
stock to DIS within the next 30 days. The amount and terms of the foregoing
consideration were negotiated between the Company and DIS.
<PAGE>
The initial $500,000 was paid from the proceeds of the Company's
Regulation S offering (see "Item 9. Sales of Equity Securities Pursuant to
Regulation S"). The Company plans to use the balance of the proceeds from
the Regulation S offering to purchase equipment and hire personnel.
Management plans to raise the remaining $500,000 required to be paid under the
Agreement from the sale of securities. No assurance can be given that the
Company will be able to raise sufficient funds.
PART IV
Item 14. Exhibits and Reports on Form 8-K
(a) Exhibits: (1) Financial Statements - The Company's audited financial
statements for the year ended December 31, 1996, are attached hereto as
Exhibit A.
(b) Reports on Form 8-K. The following report on form 8-K was filed by
the Company during the fourth quarter of the fiscal year ended December 31,
1996. None.
Subsequent to the December 31, 1996, the Company filed an 8-K on
March 21, 1997, which is incorporated by reference to such filing.
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant caused this Report to be signed on its behalf by the
undersigned, thereto duly authorized individual.
ADVEN, INC.
By
Henri Hornby/President and Director
In accordance with the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Name/Title Date
Henri Hornby March 27, 1997
Henri Hornby
President / Director
Neil F. Hornby March 27, 1997
Neil F. Hornby
Secretary Director
<PAGE>
Exhibit A
Audited
Financial Statements
ADVEN, INC.
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
Adven, Inc.
3653 Hemlock Court
Reno, Nevada 89509
We have audited the accompanying balance sheets of ADVEN, INC. as of December
31, 1996 and 1995 and the related statements of operations, stockholders I
equity and cash flows for each of the three years in the period ended
December 31, 1996. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of ADVEN, INC. as of
December 31, 1996 and 1995, and the results of its operations' and its cash
flows for each of the three years in the period ended December 31, 1996, in
conformity with generally accepted accounting principles.
ROBERT MOE
ROBERT MOE & ASSOCIATES, P.S.
Spokane, Washington
February 1, 1997
<PAGE>
ADVEN, INC.
BALANCE SHEET
December 31, 1996 and 1995
ASSETS
Dec 31, Dec 31,
1996 1995
CURRENT ASSETS
Cash $ 13,391 $15,635
OTHER ASSETS -- --
TOTAL ASSETS $ 13,391 $15,635
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $31,218 $31,618
Loan payable-non related party 4,125 4,125
Total Current Liabilities 7,343 7,743
STOCKHOLDERS' EQUITY
Common stock, $.0001 par value,
20,000,000 shares authorized,
1,640,001 shares issued 164 164
Preferred stock, $.0001 par value
20,000,000 shares authorized, -0-
shares issued -- --
Additional paid-in capital 169,848 169,848
Accumulated (Deficit) (163,964) (162,120)
Total Stockholders' Equity 6,048 7,892.
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 13,391 $ 15,635
The accompanying notes are an integral part of these financial statements
<PAGE>
ADVEN, INC.
STATEMENT OF OPERATIONS
for the years ended December 31, 1996, 1995 and 1994
1996 1995 1994-
REVENUES $ -- $-- $--
OPERATING EXPENSES
Administrative expenses 1,844 6,416 28,907
1,844 6,416 28,907
OPERATING (LOSS) (1,844) (6,416) (28,907)
OTHER INCOME (EXPENSES) --
INCOME (LOSS) BEFORE PROVISION
FOR FEDERAL INCOME TAX (11,844) (61,416) (28,907)
PROVISION FOR FEDERAL INCOME TAX
NET INCOME (LOSS) $(1,844) $(6,416) $(28,907)
EARNINGS (LOSS) PER SHARE $ NIL $ NIL $ (0.02)
The accompanying notes are an integral part of these financial statements
<PAGE>
ADVEN, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Inception (August 22, 1986) through December 31, 1996
Retained Total
Common Stock Paid-In Earnings Stockholders'
Shares Amount Capital Deficit Equity
Stock issued for
cash at $.0064 2,500,000 $250 $ l5,750 $ 16,000
Net (loss) for 1986 $(61) (61)
Balances, December
31, 1986 2,500,000 250 15,750 (61) 15,939
Stock issued for
cash at $.03 5,000,000 500 149,500 150,000
Costs of stock
offering (55,258) (55,258)
Stock issued for
all of the out-
standing capital
stock of Surface
Technologies, Inc. 21,500,000 2,150 137,850 (149,941) (9,941)
Stock issued for
services at
$.0001 1,200,000 120 120
Net (loss) for 1987 (137,539) (137,539)
Balances, December
31,1987 30,200,000 3,020 247,842 (287,541) (36,679)
Stock issued for
services 5,000,000 500 500
Net (loss) for 1988 (12,906) (12,906)
Balances, December
31,1988 35,200,000 3,520 247,842 (300,447) (49,085)
Net (loss) for 1989 (69,516) (69,516)
Balances, December
31,1989 35,200,000 3,520 247,842 (369,963)(118,601)
Stock issued for
cash at
$.0009375 4,800,000 480 4,020 4,500
Effect of sale of
all interest in
Surface Technologies,
Inc. (note 4) (137,850) 308,305 170,455
Net (loss) for 1990 (56,308) (56,308)
Effect of reverse
stock split of
25 to 1 (38,400,000)(3,840) 3,840
Balances, December
31, 1990 1,600,000 160 117,852 (117,966) 46
Net (loss) for 1991 (592) (592)
Balances, December
31, 1991 1,600,000 160 117,852 (118,558) (546)
Net (loss) for 1992 (415) (415)
Balances, December
31, 1992 1,600,000 160 117,852 (118,973) (961)
The accompanying notes are an integral part of these financial statements
<PAGE>
ADVEN, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Inception (August 22, 1986) through December 31, 1996
Retained Total
Common Stock Paid-In Earnings Stockholders'
Shares Amount- Capital (Deficit) Equity
Balances, December
31,1992 1,600,000 160 117,852 (118,973) (961)
Net (loss) for 1993 (7,824) (7,824)
Effect of reverse
stock split of 4
50 1 on 12-31-93 (1,999,999) (120) 120
Balances, December
31,1993 400,001 40 117,972 (126,797) (8,785)
Sale of common
stock 1,240,000 124 51,876 52,000
Net (loss) for 1994 (28,907) (28,907)
Balances, December,
31,1994 1,640,001 164 169,848 (155,704) 14,308
Net (loss) for 1995 (6,416) (6,416)
Balances, December
31,1995 1,640,001 164 169,848 (162,120) 7,892
Net (loss) for 1996 (1,844) (1,844)
nine months ended
Balances, December
31,1996 $1,640,001 $164 $169,848 $(163,964) $6,048
The accompanying notes are an integral part of these financial statements
<PAGE>
ADVEN, INC.
STATEMENT OF CASH FLOWS
for the years ended December 31, 1996, 1995, and 1994
1996 1995 1994
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (1,844) $ (6,416) $(28,907)
Adjustments to reconcile net income
(loss) to net cash provided (used)
by operating activities:
Increase (decrease) in accounts and
loans payable (400) (1,136) 94
Net Cash Provided (used) in
Operating Activities (2,244) (7,552) (28,813)
CASH FLOWS FROM INVESTING ACTIVITIES -- -- --
CASH FLOWS FROM FINANCING ACTIVITIES -- -- 52,000
NET DECREASE IN CASH AND CASH EQ. (2,244) (7,552) 23,187
CASH AND CASH EQUIVALENTS AT BEGINNING
OF PERIOD 15,635 23,187 --
CASH AND CASH EQUIVALENTS AT END OF
PERIOD $13,391 $15,635 $ 23,187
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year for:
Interest $ -- $ -- $140
Income taxes $ -- $ -- $--
For purposes of this statement short term investments which have an initial
maturity of ninety days or less are considered cash equivalents.
The accompanying notes are an integral part of these financial statements
<PAGE>
ADVEN, INC.
NOTES TO FINANCIAL STATEMENTS
1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Organization: The Company was incorporated in the State of Washington on
August 22, 1986. In 1987 the Company entered into an agreement to exchange
21,500,000 shares of unregistered, restricted common stock of the Company
for all outstanding capital stock of Surface Technologies, Inc., which became
a wholly owned subsidiary of the Company until December 28, 1990. On that
date the Company exchanged 100% of its interest in Surface Technologies, Inc.
to Forsell Investors Limited Partnership (a related party) in full
satisfaction of all amounts owed by the Company to the partnership.
Accounting Method: The Company uses the accrual method of accounting for
revenues and expenses.
2 - PUBLIC OFFERING
The Company registered 15,000,000 of its common stock shares with the
Securities and Exchange Commission and made an initial public offering of
5,000,000 shares at $.03 per share in 1987.
3 - CAPITALIZATION
The Company approved a 25 to 1 reverse stock split on December 28, 1990 which
reduced the number of authorized shares from 100,000,000 to 4,000,000 and
reduced the amount of issued and outstanding shares from 40,000,000 to
1,600,000 shares. Immediately after the reverse stock split the Company
approved an increase in the authorized common stock to 50,000,000 shares.
On December 29, 1993 the Company approved a 4 to 1 reverse split which
reduced the number of authorized shares from 50,000,000 to 12,500,000 and
reduced the amount of issued and outstanding shares from 1,600,000 to 400,000
shares. Immediately after the reverse stock split the Company approved an
increase in the authorized common stock to 20,000,000 shares.
4 CONSOLIDATION
In 1987, the Company entered into an agreement to exchange 21,500,000 shares
of stock for all of the outstanding capital stock of Surface Technologies,
Inc. The consolidation was accounted for using the purchase method of
accounting. Where the ownership and operating control in the combined entity
reside in the shareholders of the acquired corporations, generally accepted
accounting principles require that the acquired corporation be treated as the
purchaser for accounting purposes. Accordingly, the statement of changes in
stockholders' equity includes an adjustment in 1987 to record the additional
paid-in capital and retained earnings deficit of Surface Technologies, Inc.
in the amount of $137,850 and $(149,941) respectively. Similarly, there is
an adjustment in 1990 to remove the additional paid in capital and retained
earnings deficit of Surface Technologies, Inc. in the amount of $(137,850)
and $308,305 respectively upon the disposition of all interest in Surface
Technologies, Inc. stock as of December 28, 1990.
<PAGE>
ADVEN, INC.
NOTES TO FINANCIAL STATEMENTS
RELATED PARTY TRANSACTIONS
Forsell Investors Limited Partnership (FILP) is a limited partnership
controlled by Richard Forsell, a shareholder and past President of Adven,
Inc. FILP loaned $50,000 to the Company in December 1988. No interest
payments had been made on the loan and by November 1990 there was in excess
of $13,000 accrued interest in arrears. FILP gave written notice of default
on the loan in 1990. FILP agreed to purchase 100% of the stock in Surface
Technologies, Inc. (A wholly owned subsidiary acquired in 1987. See note 4)
in full satisfaction of its $50,000 loan and all accrued interest. Surface
Technologies, Inc. had sustained repeated losses, warranty work problems,
and excessive debt which obviated any reasonable prospect for Adven, Inc. to
acquire the funds from the subsidiary to service the debt owned to FILP.
In conjunction with the sale of all interest in Surface Technologies, Inc.,
Richard Forsell agreed to purchase 4,800,000 shares of stock in 1990 (prior
to the reverse stock split of 25 to 1) for $4,500 to provide funds to pay
Adven's outstanding bills as of December 1990. The result of these
transactions was to eliminate virtually all assets and liabilities from Adven,
Inc. which would facilitate the search for a merger candidate to place in the
public shell and thereby create value for the shareholders.
6 - FEDERAL INCOME TAXES
Effective as of January 1, 1990 the Corporation adopted Statement of
Financial Accounting Standards ("SFAS") No. 109 Accounting for Income Taxes
which establishes generally accepted accounting principles for the financial
accounting measurement and disclosure principles for income taxes that are
payable or refundable for the current year and for the future tax consequences
of events that have been recognized in the financial statements of the
Corporation and past and current tax returns. The change had no effect on
prior years results. There are no material timing differences which would
produce a deferred tax liability or asset.
<PAGE>
ADVEN, INC.
NOTES TO FINANCIAL STATEMENTS
6 - FEDERAL INCOME TAXES (continued)
The following net operating loss carry-forwards as of December 31, will
expire if not applied by the dates scheduled below:
Year ending March 31, Net Operating Loss
2001 $ 61
2002 21,829
2003 21,740
2004 5,628
2005 4,571
2006 592
2007 415
2008 7,824
2009 28,907
2010 6,416
2011 1,844
$99,827
7 UNCERTAINTIES
During the years presented in the financial statements, the Company has
sustained recurring losses, and the source of the Company's operating income
was disposed in the sale of all interest in Surf ace Technologies, Inc. in
1990. As a result of this sale in 1990 the Company was reduced to a public
"shell" with virtually no assets, or operations. The Company has been
searching f or a merger candidate in order to acquire an operating Company.
Management is actively pursuing debt and equity financing sources. However,
there can be no assurance of the success of these efforts.
8 - FAIR VALUE OF FINANCIAL INSTRUMENTS
Financial Accounting Standards Board ("FASBII) Statement No. 107 "Disclosure
about Fair Value of Financial Instruments," is a part of a continuing process
by the FASB to improve information on financial instruments. The following
methods and assumptions were used by the Company in estimating its fair value
disclosures for such financial instruments as defined by the Statement.
Cash: The carrying amount reported in the balance sheet for cash
approximates fair value.
Accounts Payable: The carrying amount reported in the balance sheet for
payables approximates fair value because the maturity is less than one year
in duration.
<PAGE>
CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
Adven, Inc.
3653 Hemlock Court
Reno, Nevada 89509
We hereby consent to the use of our opinion, dated February 1, 1997 on the
financial statements of ADVEN, INC. for the year ended December 31, 1996, in
the Form 10-K included herein.
ROBERT MOE
ROBERT MOE & ASSOCIATES, P. S.
Spokane, Washington
February 4, 1997
